Medtronic plc Files 8-K with Corporate Updates and Debt Notes

TL;DR

Medtronic filed an 8-K on 10/16/25 covering bylaws, shareholder votes, and financial exhibits, plus notes due 2027-2030.

AI Summary

On October 16, 2025, Medtronic plc filed an 8-K report detailing several items, including amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The filing also references various senior notes due in 2027, 2028, 2029, and 2030, indicating ongoing financial activities and corporate governance updates.

Why It Matters

This filing provides insight into Medtronic's corporate governance and financial structure, including details on its outstanding senior notes.

Risk Assessment

Risk Level: low — The filing is routine and primarily concerns corporate governance and financial disclosures, with no immediate negative or positive financial impact indicated.

Key Numbers

• 2027 — Senior Notes Maturity (Maturity year for a specific series of Medtronic's senior notes.)
• 2028 — Senior Notes Maturity (Maturity year for two specific series of Medtronic's senior notes.)
• 2029 — Senior Notes Maturity (Maturity year for a specific series of Medtronic's senior notes.)
• 2030 — Senior Notes Maturity (Maturity year for a specific series of Medtronic's senior notes.)

Key Players & Entities

• Medtronic plc (company) — Filer of the 8-K report
• 20251016 (date) — Date of report
• 0001628280-25-045695 (other) — Accession number for the filing
• A1.125SeniorNotesDue2027 (financial_instrument) — Specific senior note series mentioned
• A0.375SeniorNotesDue2028 (financial_instrument) — Specific senior note series mentioned

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary shares, par value $0.0001 per share MDT New York Stock Exchange

Filing Documents

• mdt-20251016.htm (8-K) — 105KB
• amendedandrestatedmemorand.htm (EX-3.1) — 585KB
• 0001628280-25-045695.txt ( ) — 1086KB
• mdt-20251016.xsd (EX-101.SCH) — 6KB
• mdt-20251016_def.xml (EX-101.DEF) — 25KB
• mdt-20251016_lab.xml (EX-101.LAB) — 50KB
• mdt-20251016_pre.xml (EX-101.PRE) — 27KB
• mdt-20251016_htm.xml (XML) — 17KB

03. Amendments to Articles of Incorporation or Bylaws

Item 5.03. Amendments to Articles of Incorporation or Bylaws As disclosed in Proposals 7 and 9 of the definitive proxy statement of Medtronic plc ("Medtronic" or the "Company"), as filed with the Securities and Exchange Commission on August 25, 2025 (the "Proxy Statement"), in connection with the Company's 2025 Annual General Meeting of Shareholders held on October 16, 2025 (the "Annual General Meeting"), the Company submitted for shareholder approval certain amendments to the Company's Memorandum and Articles of Association (the "Articles of Association"). The amendments (i) make certain clarificatory modifications to Article 177 to authorize the Board of Directors to capitalize certain of the Company's non-distributable reserves to facilitate the creation of additional distributable reserves (Proposal 7); and (ii) update the Company's advance notice provisions (Proposal 9). The Company's shareholders approved the amendments to the Articles of Association at the Annual General Meeting, each of which became effective October 16, 2025. The descriptions of the amendments to the Articles of Association are qualified in their entirety by reference to the full text of the Amended and Restated Memorandum and Articles of Association, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders On October 16, 2025, the Company held its Annual General Meeting in order to: (1) elect, by separate resolutions, twelve directors, each to hold office until the 2026 Annual General Meeting of the Company and until his or her successor is elected; (2) ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2026 and authorize, in a binding vote, the Company's Board of Directors, acting through the Audit Committee, to set the auditor's remuneration; (3) approve, in a non-binding advisory vote, named executive officer compensation; (4) renew the Board's authority to issue shares; (5) renew the Board's authority to opt out of pre-emption rights; (6) authorize the Company and any subsidiary of the Company to make overseas market purchases of Medtronic ordinary shares; (7) approve an amendment to Article 177 of the Company's Articles of Association, to facilitate the capitalization of certain of the Company's non-distributable reserves; (8) approve a capital reduction to create distributable reserves under Irish Law; and (9) approve an amendment to the Company's Articles of Association to update the advance notice provisions. At the close of business on August 22, 2025, the record date of the Annual General Meeting, 1,282,616,011 Company ordinary shares, par value $0.0001 per share ("ordinary shares"), were outstanding and entitled to vote. The holders of a total of 1,109,198,321 ordinary shares were present at the Annual General Meeting, either in person or by proxy, which total was not less than a majority of the issued and outstanding ordinary shares entitled to vote and thus constituted a quorum. The final voting results and the votes used to determine the results for each proposal are set forth below: 1. The shareholders elected, by separate resolutions, each of the twelve nominees to the Board of Directors to hold office until

01. Exhibits

Item 9.01. Exhibits. (d) List of Exhibits Exhibit Number Description 3.1 Amended and Restated Memorandum and Articles of Association 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Medtronic plc Date: October 21, 2025 By /s/ Michelle Quinn Michelle Quinn Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR